Indemnification Upon Closing. 34 9.1 Indemnification of the Partnership Parties 34 9.2 Indemnification of the Contributing Parties and SNG 34 9.3 Tax Indemnification 34 9.4 Survival 35 9.5 Demands 35 9.6 Right to Contest and Defend 36 9.7 Cooperation 37 9.8 Right to Participate 37 9.9 Payment of Damages 37 9.10 Limitations on Indemnification 37 9.11 Sole Remedy 38 ARTICLE 10 MISCELLANEOUS 38 10.1 Expenses 38 10.2 Notices 39 10.3 Governing Law 39 10.4 Public Statements 40 10.5 Entire Agreement; Amendments and Waivers 40 10.6 Conflicting Provisions 40 10.7 Binding Effect and Assignment 40 ii
Indemnification Upon Closing. 35 9.1 Indemnification of the Partnership Parties 35 9.2 Indemnification of the Contributing Parties 35 9.3 Tax Indemnification 35 9.4 Survival 36 9.5 Demands 36 9.6 Right to Contest and Defend 37 9.7 Cooperation 38 9.8 Right to Participate 38 9.9 Payment of Damages 38 9.10 Limitations on Indemnification 38 9.11 Sole Remedy 39 ARTICLE X MISCELLANEOUS 39 10.1 Expenses 39 10.2 Notices 40 10.3 Governing Law; Jurisdiction 41 10.4 Public Statements 41 10.5 Entire Agreement; Amendments and Waivers 41 10.6 Conflicting Provisions 41 10.7 Binding Effect; Assignment; Parties in Interest 42 10.8 Severability 42 10.9 Interpretation 42 10.10 Headings and Disclosure Schedules 42 10.11 Multiple Counterparts 43 10.12 Action by Partnership Parties 43 Exhibit Exhibit A Conveyance Agreement Schedules* Schedule 3.3 No Conflicts; Consents Schedule 3.4 Capitalization; Title to Subject Interest Schedule 3.5(a) White Cliffs Pipeline Financial Statements Schedule 3.5(b) SemCrude Pipeline Financial Statements Schedule 3.5(c) Undisclosed Liabilities Schedule 3.7 Title to Assets Schedule 3.8 Litigation; Laws and Regulation Schedule 3.9 No Adverse Changes Schedule 3.10 Taxes Schedule 3.11 Environmental Matters Schedule 3.12 Licenses; Permits Schedule 3.14 Contracts Schedule 3.15 Transactions with Affiliates Schedule 4.3 No Conflicts; Consents * Omitted. The registrant agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon its request. CONTRIBUTION AGREEMENT This Contribution Agreement (this “Agreement”) is made and entered into as of June 23, 2014, by and among SemGroup Corporation, a Delaware corporation (“SemGroup”), Rose Rock Midstream Holdings, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of SemGroup (“RRMH”), Rose Rock Midstream GP, LLC, a Delaware limited liability company and an indirect, wholly-owned subsidiary of SemGroup (the “General Partner”), Rose Rock Midstream, L.P., a Delaware limited partnership (the “Partnership”), and Rose Rock Midstream Operating, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of the Partnership (“RRMO”). SemGroup, RRMH and the General Partner are referred to herein collectively as the “Contributing Parties,” the Partnership and RRMO are referred to herein collectively as the “Partnership Parties” and the Contributing Parties and Partnership Parties are referred to herein collectively as the “Parties.” R E C I T A L S WHEREAS,...
Indemnification Upon Closing. 32 9.1 Indemnification of the Partnership Parties 32 9.2 Indemnification of QEPFS 32 9.3 Tax Indemnification 32 9.4 Survival 33 9.5 Demands 33 9.6 Right to Contest and Defend 34 9.7 Cooperation 34 9.8 Right to Participate 35 9.9 Payment of Damages 35 9.10 Limitations on Indemnification 35 9.11 Sole Remedy 36 Article X. MISCELLANEOUS 36 10.1 Expenses 36 10.2 Notices 36 10.3 Governing Law; Jurisdiction 37 10.4 Public Statements 37 10.5 Entire Agreement; Amendments and Waivers 37 10.6 Conflicting Provisions 38
Indemnification Upon Closing. 9.1 Indemnification of the Partnership Parties
Indemnification Upon Closing. 37 9.1 Indemnification of the Buyer Parties and Four Corners LLC 37 9.2 Indemnification of the Seller Parties 37 9.3 Tax Indemnification 37 9.4 Survival 37 9.5 Demands 38 9.6 Right to Contest and Defend 38 9.7 Cooperation 39 9.8 Right to Participate 39 9.9 Payment of Damages 40 9.10 Limitations on Indemnification 40 9.11 Sole Remedy 41 ARTICLE 10 MISCELLANEOUS 41 10.1 Expenses 41 10.2 Notices 41 10.3 Governing Law 42 10.4 Public Statements 42 10.5 Entire Agreement; Amendments and Waivers 42 10.6 Conflicting Provisions 43 10.7 Binding Effect and Assignment 43 10.8 Severability 43 10.9 Interpretation 43 10.10 Headings and Disclosure Schedules 44 10.11 Multiple Counterparts 44 ii
Indemnification Upon Closing. 10.1 Indemnification of Williams GP LLC and Energy Partners upon Closing Subject tx xxx xxxxxations set forth in this Agreement, WES, from and after the Closing, shall indemnify, defend anx xold Williams GP LLC, in its capacity as general partner of Enerxx Xxxxxxxx, and Energy Partners and its subsidiaries, and their respective shareholders, members, partners, directors, officers, and employees (the "Energy Partners Parties") harmless from and against any and all liabilities and obligations, including without limitation, all losses, deficiencies, costs, expenses, fines, penalties, interest, expenditures, investigatory costs, cleanup and remediation costs, governmental response costs, claims, suits, proceedings, judgments, settlements, damages, and reasonable attorneys' fees and reasonable expenses of investigating, defending and prosecuting litigation (all of the foregoing of which are collectively referred to as the "Damages") suffered or incurred by the Energy Partners Parties as a result of or arising out of (a) any breach of a representation or warranty of WES in this Agreement, or any breach of any agreement or coxxxant on the part of WES made under this Agreement or in connection with the transaction contemplated hereby, (b) any breach of, failure to comply with or liability arising under any Environmental Laws with respect to the ownership, operation or conduct of the businesses or affairs of WPL before the Closing, or (c) the Excluded Assets or the ownership or operation thereof. Nothing in this Section 10.1 or in Section 10.8 shall apply to, or limit, liability with respect to Taxes, for which liability shall be as set forth in Article 7.
Indemnification Upon Closing. Subject to the limitations set forth in this Agreement, the Contributing Parties, from and after the Closing Date, shall indemnify, defend and hold the Partnership Parties, their subsidiaries and their respective securityholders, directors, officers, and employees, and the officers, directors and employees of the General Partner, but otherwise excluding the Contributing Parties and its Affiliates (the “Partnership Indemnified Parties”) harmless from and against any and all Damages suffered or incurred by any Partnership Indemnified Party as a result of or arising out of (i) any breach or inaccuracy of a representation or warranty of the Contributing Parties in this Agreement or any Contributing Parties Closing Document, (ii) any breach of any agreement or covenant on the part of the Contributing Parties made under this Agreement or any Contributing Parties Closing Document or in connection with the transaction contemplated hereby or thereby, or (iii) any breach or violation of any Environmental Laws by the Contributed Entities that occurs prior to Closing; provided, however, that with regard to subsection (iii), the Contributing Parties shall only be required to indemnify the Partnership Indemnified Parties for Damages attributable to the Contributed Interest. For purposes of this Section 9.1, whether the Contributing Parties have breached any of their representations and warranties herein shall be determined without giving effect to any qualification as to “materiality” (including the word “material” or “Contributed Entity Material Adverse Effect”). Subject to the limitations set forth in this Agreement, the Partnership Parties shall indemnify, defend and hold the Contributing Parties, their Affiliates (other than any of the Partnership Indemnified Parties) and their respective securityholders, directors, officers, and employees (the “Contributing Indemnified Parties”) harmless from and against any and all Damages suffered or incurred by the Contributing Indemnified Parties as a result of or arising out of (i) any breach or inaccuracy of a representation or warranty of the Partnership Parties in this Agreement or any Partnership Parties Closing Document, or (ii) any breach of any agreement or covenant on the part of the Partnership Parties made under this Agreement or any Partnership Parties Closing Document or in connection with the transaction contemplated hereby or thereby. For purposes of this Section 9.2, whether the Partnership Parties have breached...
Indemnification Upon Closing. 43 9.1 Indemnification of the Partnership Parties 43 9.2 Indemnification of the Contributing Parties 43 9.3 Tax Indemnification 44 9.4 Survival 44 9.5 Demands 44 9.6 Right to Contest and Defend 45 9.7 Cooperation 46
Indemnification Upon Closing. Subject to the limitations set forth in this Agreement, the Contributing Parties, from and after the Closing Date, shall indemnify, defend and hold the Partnership Parties, their subsidiaries and their respective securityholders, directors, officers, and employees, and the officers, directors and employees of the General Partner, but otherwise excluding the Contributing Parties and its Affiliates (the “Partnership Indemnified Parties”) harmless from and against any and all Damages suffered or incurred by any Partnership Indemnified Party as a result of or arising out of (i) any breach or inaccuracy of a representation or warranty of the Contributing Parties in this Agreement or any Contributing Parties Closing Document,
Indemnification Upon Closing
